QKL STORES INC. INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • October 19th, 2009 • QKL Stores Inc. • Retail-grocery stores • New York
This AMENDED AND RESTATED INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of ________, 2009, effective as of ______________ (the “Effective Date”), by and between QKL Stores Inc., a Delaware corporation whose shares are publicly traded (the “Company”), and ___________________, a citizen of [the United States], with a permanent residence at ________________________________________________________________ (the “Independent Director”).
QKL STORES INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2009 • QKL Stores Inc. • Retail-grocery stores • California
QKL Stores Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of __________ authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, and to grant the Underwriter the option to purchase an aggregate of up to ___________ additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
LOCK-UP LETTER October 15, 2009QKL Stores Inc. • October 19th, 2009 • Retail-grocery stores
WAIVERWaiver • October 19th, 2009 • QKL Stores Inc. • Retail-grocery stores • New York
This waiver (“Waiver”) to certain provisions of the SPA (as defined below), is dated and entered into as of the 15th of October, 2009, by and among QKL Stores Inc., a Delaware corporation (the “Company”) and Vision Opportunity China LP, who is the holder of greater than 50% of the outstanding Preferred Shares (the “Majority Stockholder”), pursuant to Section 7.6 of the SPA. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the SPA.
WAIVERWaiver • October 19th, 2009 • QKL Stores Inc. • Retail-grocery stores • New York
This waiver (the “Waiver”) to certain provisions of the RRA (as defined below), is dated and entered into as of the 15th of October, 2009, by and among QKL Stores, Inc., a Delaware corporation (the “Company”) and Vision Opportunity China LP, who is the holder of greater than 50% of the outstanding Registrable Securities (the “Majority Shareholder”), pursuant to Section 8(f) of the RRA. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the RRA.
AMENDMENT TO SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 19th, 2009 • QKL Stores Inc. • Retail-grocery stores • New York
This Amendment (“Amendment”) to the Securities Escrow Agreement dated as of March 28, 2008 (the “Securities Escrow Agreement”), by and among QKL Stores, Inc., a Delaware corporation (the “Company”), Vision Opportunity China LP, a closed-ended investment company incorporated in Guernsey, as representative of the Purchasers (the “Purchaser Representative”), Winning State Investment Limited, a company organized in the British Virgin Islands (the “Principal Stockholder”), and Loeb & Loeb, LLP (the “Escrow Agent”) is made and entered into as of October 15, 2009. Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Escrow Agreement (as defined below).
QKL Labor ContractQKL Stores Inc. • October 19th, 2009 • Retail-grocery stores
Pursuant to the “PRC Labor Law” and other legal legislations and regulation, the two parties, after negotiation on the equal basis, signed voluntarily the this contract and will mutually abide by all of the terms listed.
